Nightmare in Ponyville
by Kadaj5
Summary: A rash of nightmares are plaguing the residents of Ponyville. Who or what's causing them? And will the Mane 6 be able to stop it? Has NOTHING to do with works with "nightmare" in their names. Rated for language and violence. Please R&R.
1. Prologue

**A/N: Yeah, another story. This one is exactly what it says on the tin: MLP related. Enjoy.**

**[EDIT] It will be a few months before I get the next chapter uploaded. I appreciate the patience what few fans of this fic have with this wait.  
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><p>-Prologue-<p>

In the magical land of Equestria, there are many different types of creatures. From dragons to hydras, griffins to cockatrices, they all inhabit this place and beyond. Ruling this land are two regal sisters: Princess Celestia and Princess Luna. Together, they ruled Equestria with a benevolent hoof along with their subjects: All of the different types of ponies.

But before this time, Discord, the spirit of Chaos and Disharmony, lorded over everypony and everyone in an eternal state of unhappiness. Discovering and using the Elements of Harmony, Celestia and Luna imprisoned him in stone. But just when all seemed peaceful again, Luna ran afoul of evil magic and was corrupted into a wicked mare of darkness: Nightmare Moon. It was with a heavy heart that Celestia had to use the Elements to banish her sister and take over her duties.

More than one thousand years later, Nightmare Moon returned and threatened to plunge Equestria into eternal night. But the new bearers of the Elements, Twilight Sparkle and her newfound friends Pinkie Pie, Applejack, Rainbow Dash, Rarity and Fluttershy, successfully drove the evil from Nightmare Moon and turned her back into Luna. And it was only a year later that Discord escaped his prison. He nearly plunged Equestria into eternal chaos and disharmony and even nearly succeeded in destroying the bonds Twilight shared with her friends. He too failed and was imprisoned back in stone.

Equestria would continue to know only peace for years to come…or so everypony thought.

It was some time in between Discord's first fall and Luna's corruption that a strange type of creature emerged. Nopony knew what they were called and neither did they. These fell creatures brought suffering to Equestria, be it out of boredom, revenge, or simple instinct. Before Luna became Nightmare Moon, she and Celestia managed to exile them from Equestria and trap them within the confines of a series of mountain ranges and valleys. Their presence quickly left the valleys nothing more than desolate wastelands. Terror and death awaits anyone who dares venture into the desolate valleys. Until one fateful night…

"Hey!"

"What is it?"

"Stop reading that dusty thing and help me plan how we're doing this!"

"Oh lighten up, **! I'm almost done!"

_Grumble…grumble…grumble…_

_Finishes reading_

"There! Happy now?"

"Somewhat."

"So, **?"

"Yes, *******?"

"How long was I reading that book?"

"Long enough to be late! AGAIN!"

"…DAMNIT!"

The two managed to reach "there" before the others got bored out of their skulls and left.

"Gentlemen! Sorry for the wai-"

"_hehhehheh _Damn it, ****! We've been waiting for five. Damn. HOURS!"

"Simmer down, *****. I'm here, there's noth-"

"I beg to differ, ******* *****. Your being late with one of your books again is not appreciable to most of your group. Is it not lo-"

"It is, ***** ****. It is."

"Interesting. I will make a note."

…_facehoof…_

"I'll try to remember next time, ******. I'll try."

"Cool story, ****! He he he he he! HAH HAH HAH HAH!"

"Knock it off, *****!"

"Well, I think I'll-"

"Where is the logic in bringing something that cannot be used where we are going, ***** *****?"

"Oh, like you've-nevermind."

"Enough."

"Couldn't have said it better, ******. Heheh."

"Are we going to get busy or are we going to simply argue like ponies over something as illogically pointless as a cupcake?"

"Yes. We are carrying this plan out, ***** ****."

"Then it would be highly logically that we get an early start on this. Otherwise, I will have to adjust the plans accordingly."

"Then what are we waiting for, ****?"

…_after double-checking and triple-checking the preparations…_

"Gentlemen, let's move out!"

"'Bout damn time!"

"And when we're through, our village and rest of our kind will have a far better life than this wasteland can ever give!"

"New homes, new things…and new prey."

"***** ****?"

"I have already planned for that, ******* *****. I do not need to be reminded."

"Just making sure."

"Eheh, sure we won't need back up? My li'l bro would love to come along!"

"My brother would love to come along too. But I doubt both would survive the journey. We may need the back up at some point, but it's too risky. - -, do you have-"

"Do you need to ask when you know I have the answer?"

"LET'S JUST GO!"

And with that, they gave their farewells to their shockingly small village. They headed off into the night and towards the mountains that obscured their view out of their valley.

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><p><strong>AN: Names are censored for a reason. Same reason with everything but the quotes. How many of them are there and what do they plan to do that HASN'T been given away by the description and this prologue?**

**Well, until next time.**


	2. Peaceful times

-A slice of life-

Things had been winding down quite a bit in the many months following Discord's defeat. Sure, he only ruled for roughly a day before his untimely petrification, but it was still a nightmare.

A lavender-coated unicorn named Twilight Sparkle, who had been the leader of the six who defeated Discord, was busy studying a new book she had just received from Princess Celestia. Her assistant, a baby purple dragon named Spike, was busy cleaning up the library where they lived, like usual. He had grown so used to it that he had the job done a little quicker than normal. By then, Twilight had finished the book.

"I'm going to pay Fluttershy a visit," said Twilight, "She said she needed some help getting a bird back on its wings. I'll be back in a few minutes. Take care, Spike!"

"I will," he promised.

And with that, Twilight went off to Fluttershy's house. It sat on the edge of town and had the same look of animals living under Fluttershy's wing just like it always had. Twilight knocked on the door.

"Um, uh, h-hello?" Fluttershy squeaked timidly as she opened the door but became bolder when she saw it was Twilight, "Oh, Twilight! Thank you for coming."

"Oh, it's no big deal, Fluttershy," replied Twilight, "Now, about the bird? Is it ready?"

"Yes, she is!" Fluttershy squeaked quietly, "It's so wonderful!"

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><p>"I'll see you soon!" Fluttershy called out to the bird as it flew away. Twilight could only look at Fluttershy with a soft smile.<p>

"I'm glad it worked out, Fluttershy," said Twilight, "You did a very good job!"

"Oh, um, th-thank you, Twilight," Fluttershy blushed a bit, "You can help anytime you want to, i-if that's okay w-with you."

"It is, Fluttershy. It is."

Fluttershy went back inside her house. Twilight decided to return to the library.

It would've taken a shorter time had a certain pink party pony not sprung out of nowhere.

"Hi, Twilight!" called Pinkie Pie, "What'cha doin', what'cha doin'?

"Oh, hi, Pinkie Pie," Twilight laughed slightly, "I'm just headed back from Fluttershy's."

"Ooh! Ooh! Twilight! I'm throwing a party in an hour or two!" Pinkie Pie chirped, "And I want to make my best batch of cupcakes ever!"

"That's great, Pinkie, but I really-"

"And so I was wondering 'Maybe somepony can help!' and so I went looking like a searchy-searchy for somepony and I ran into you! Can you help me! Can you? Can you? Can you? Can you?"

"I don't know-"

"Please?"

Twilight sighed, "Sure, why not? Lead the way!"

"Ok!"

And the two bounded off for Sugarcube corner…with Pinkie Pie bouncing.

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><p>"Well, let's get started," said Twilight.<p>

"Ok, but first, I need you to try one," Pinkie gave Twilight a cupcake. It had blue frosting with rainbow sprinkles.

"I thought you-"

"This one's just a sample! I tried one myself but I needed somepony else to have an opinion! After all, that's what the Cakes said I should do when I first cam here. So, here we are."

Twilight shrugged and nervously ate the cupcake. Her eyes went wide at the taste.

"Th-these are amazing! E-even for you!" Twilight exclaimed.

"I'm glad you like them too, Twilight!" Pinkie happily replied.

"Now what?" Twilight asked.

"Now to get mixing, baking, pouring, dusting, and all that good stuff!" Pinkie Pie chirped in her usual cheer.

Twilight had no idea why she was unnerved by Pinkie Pie offering her a cupcake like that.

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><p>It required several attempts since Twilight wasn't as good a baker as Pinkie Pie or Applejack, but the cupcakes got done. The two ponies sampled and found them just like the earlier cupcake. Pinkie Pie wished Twilight could stay for the party, but Twilight had to leave for the library. She bid the pink party pony farewell and trotted off.<p>

_Well, I see that's taken care of,_ Twilight thought to herself, _Maybe now I can-_

Twilight's thoughts were interrupted by a sonic rainboom. And she had a good idea who was coming…

"Look out, below!" came a loud and brash voice. It was followed by a blue streak just _barely_ avoiding a nasty, head-first dive into the ground. The blue streak revealed itself to be the pegasus Rainbow Dash.

"That…was a close one!" the rainbow-maned pegasus panted, "Oh, hey Twilight."

"H-hey, Rainbow Dash," came Twilight Sparkle's somewhat startled reply, "What were you trying to pull this time?"

"Heheh heh. I was trying to do TWO sonic rainbooms in the same dive! I just need…a…little more practice, that's all!"

Twilight blinked in surprise. She had known Rainbow Dash to do the sonic rainboom. She had even witnessed her second success at it back in Cloudsdale those months ago. And she had even seen her destroying an old barn using a more refined version of it. But doing _two_ in the same dive?

"O…k?"

"It's gonna be so. Awesome! When I pull it off! When the Wonderbolts see me doing TWO in the same dive, they'll let me join for sure!"

"In any case, good luck with that, Rainbow."

"Heh, thanks Twi! See you later!"

And with that, Rainbow Dash flew off into the sky to try again. Twilight was just worried that she'll end up hurting herself trying or keep interrupting everypony with these sonic rainbooms. But she couldn't truly bother herself with the thought.

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><p>Twilight decided that since she had already visited some of her friends, she would visit Applejack and Rarity. Applejack was at Sweet Apple Acres along with her older brother Big MacIntosh. Both were hard at work, bucking apples and loading them into carts to haul off to storage. Twilight approached them.<p>

"Well, howdy there, Twilight!" greeted Applejack, "What brings you to these here parts?"

"Just stopping by for a visit, Applejack," replied Twilight, "I figured since I've already visited most of our other friends today, why not visit everypony else?"

"Well, that's mighty thoughtful of ya, Twi. Thanks!"

"Eeyup," Big MacIntosh agreed.

"Hey, Big MacIntosh," Twilight greeted the massive stallion, "How are you doing?"

"Doin' fine!"

Big MacIntosh hauled off the apples he had gathered.

"Well, I see you two have everything under control here?" offered Twilight.

"We sure do, Sugarcube!" replied Applejack.

"Well…I guess I'll just be going now. Sorry for wasting your time."

"Wh-why tha hay would you say that, Twi? You visitin' yer friends and comin' 'ere prove you care for us! It's parta what bein' friends is all 'bout."

"Eeyup," said Big MacIntosh.

"You're right, Applejack, Big MacIntosh!" Twilight perked up, "Why would I even think that?"

"Well, Ah don' know, but if ya keep thinkin' like that, you'll just become a, a, what is it?"

"A cynic," said Big MacIntosh.

"Thanks, Big MacIntosh. And bein' a cynic ain't tha best way to go about yer life!"

"I know how that feels," Twilight recalled, "Sort of. Well, I'd best be going. I've got to visit Rarity!"

"You do that, Twi. Good luck!"

Big MacIntosh nodded in agreement as he and his sister saw Twilight Sparkle off.

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><p>Twilight was now headed off for Rarity's. But she didn't have to look hard; Rarity had come down the street with some new fabric and Twilight just couldn't leave without going for a visit.<p>

"Why, Twilight, darling!" Rarity spoke up as Twilight approached, "What brings you out on this _fine_ day?"

"I went to help Fluttershy," replied Twilight, "And it just went on and became a visit to everypony else."

"That certainly _sounds_ like _quite_ the day. Would you like to- Oh dear me!"

"What is it, Rarity? …don't tell me. My mane got messed up?"

"Why, yes! Yes it _has_! And I simply _cannot_ let that go without proper fixing."

Twilight just sighed at the white fashionista unicorn. Still, if she knew Rarity, then she's just doing her best to be a good friend.

It was only ten minutes later that Twilight Sparkle left Carousal Boutique with her mane back to normal. Twilight didn't actually need to have it fixed –only a few stands were sticking up- but Rarity insisted. She bid farewell to Rarity and trotted off to the library.

Along the way, she saw several of the less-than-notable residents doing what they normally did. Lyra Heartstrings and her _very_ close friend Bon Bon were chatting to each other on a bench. The wall-eyed pegasus mailmare Derpy was helping her friend Golden "Carrot Top" Harvest get some boxes of carrots into her house. Dr. Whooves slipped into a back alley and vanished into his Tardis, which took off to who-knows-when/where. Cloud Kicker was busy managing the sky with her fellow pegasi. Roseluck, Flower Wishes and Lily –otherwise known as "The Flower Trio"-were having a very successful sale of flowers.

Twilight sighed and continued onwards, only to bump into Apple Bloom, Scootaloo, and Sweetie Belle.

"Hey, Twilight!" called Apple Bloom, "Where're you headin'?"

"I'm heading back to the library," replied Twilight.

"Hey, Twilight! Guess what we're doing for our cutie marks!" called Sweetie Belle.

"I honestly have no idea," Twilight sweat dropped.

"It's gonna be awesome!" added Scootaloo.

"I give up. What are you three doing?" asked Twilight.

"We're gonna try and add commentary to some fanfics!" exclaimed Scootaloo.

"Cutie Mark Crusaders Fanfic Commentators! YAY!" all three proclaimed at once. The trio ran off with the intent of finding some fanfics to apply commentary to, chortling along the way.

Twilight couldn't help but sigh again. There they were, going off to find their calling in life. And Twilight was just hoping that they'll succeed before any of them did something to get themselves hurt. Again. Until she found herself thinking those thoughts and remembering what Applejack said.

Things were definitely going to be peaceful and happy for days to come.

It was a little into dusk before Twilight made I back to the library. Spike had already done an amazing job of cleaning the place, even for him.

"Wow, Spike! You did all this?" Twilight looked on in amazement.

"Well, I just did it because I thought you'd like it," replied Spike, who was on a ladder preparing to put one last book away, "I only need to put this away and then I'll be done!"

Spike got a little clumsy with the book and dropped it. It landed with a thud and opened to a page that apparently pictured a pony next to a picture of a decidedly strange, cloven hoof-print. Twilight decided to ignore it and put the book back herself.

"Sorry 'bout that, Twi," Spike lamented.

"It's ok, Spike," offered Twilight, "At least it didn't get damaged."

"So, what took you?"

"I decided to visit everypony and help out some."

"Even…Rarity?"

"Actually, Rarity helped me out a bit."

"I'd love to be helped out by her," Spike said dreamily, "As much as I'd help...the most beautiful creature in the world!"

Twilight Sparkle couldn't help but be amused by Spike's crush on Rarity. He had it since he first laid eyes on her all those months ago. And odds are he'll still keep it, especially since she's been ok with it for months.

"Well, did you learn anything about friendship today, Twi?"

"I believe so, Spike. Can you take a note?"

"I'm on it!"

Spike wasted no time in getting a quill and parchment. Twilight told him what to write and when all was said and done, he sent it to Princess Celestia.

_Dear Princess Celestia,_

_Today, I learned that sometimes you feel as though you're being an annoyance to the ponies who are your friends. Even though such things are inevitable, you should always push through and apologize if you're being a nuisance. And sometimes, you find that you're not being such a thing, but being a good friend and helping your friends out instead. _

_Your faithful student, Twilight Sparkle ._

"And sent!" Spike said with some enthusiasm, "You hungry, Twi?"

"Well, I-" Twilight began but was betrayed by her growling stomach, "I forgot I missed lunch."

"No worries, Twi! I'll have something in a jiffy!"

By the time they finished their dinners, it was getting late. As such, Twilight decided to call it a night. She tucked Spike –who was reluctant- into bed, where he passed out from all the work he had done that day. Finally, it was Twilight's turn to settle down. She gave one last look at the night sky from her window. There it was in the sky: Luna's moon, surrounded by all the stars in the night. Twilight spent several minutes reliving some of her memories from her first time in Ponyville. She didn't know why she was feeling so nostalgic, but didn't dwell on the thought. She settled down and finally drifted off to sleep.

_What could possibly go wrong?_ thought Twilight as she began to dream…

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><p><span>Everything…<span>

_Everything…_

**Everything…**

_**Everything…**_

**Everything…**

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><p><strong>AN: Cliché chapter is Cliché. **

**Fillies and Gentlecolts, the next chapter is when it gets interesting. I can explain some of what's going on, but then I'd be spoiling too much. I've already spoiled enough already with the description and prologue.**


	3. The first nightmares

-How can this happen?-

"Oh, what are you going to do, friend me?" scoffed Discord, "Just make it quick! I'm missing some excellent chaos here!"

The landscape was a horrible mess. Ponyville had been turned upside down…and into a checkerboard, a cloud, a deck of cards, you name it. Twilight had just gotten her friends back together and out of Discord's spell. They were now poised to defeat Discord and end his reign of chaos and disharmony.

And so, without further delay, the six ponies activated the Elements of Harmony-

"PSYCHE!" called Discord as he immediately snapped his fingers. In seconds, all six were on the ground. Discord now held the Elements in his claw.

"Tsk, tsk, tsk," Discord continued to mock, "Did you really believe I'd fall for that?"

"But how? I-I-I don't understand- This doesn't make any sense!" sputtered Twilight. This only got another laugh out of Discord.

"Remember how boring making sense is? Do you NOT recall?" Discord chuckled evilly, "Well, I suppose I can give you credit for getting this far."

Discord conjured a credit card and tossed it onto Twilight's face.

"Don't worry, Twilight. Maybe your friends could help- Oh! Nevermind!"

Twilight turned around to see that her friends had once again become gray. Rainbow Dash had flown off to Celestia-knows-where. Fluttershy was stomping cruelly on Pinkie Pie's tail while laughing. Pinkie Pie was expressing her hate towards everyone. Rarity was going crazy over her missing "diamond", Tom. And Applejack was spouting blatant, hurtful lies.

"I already told you," mocked Discord, "This is the new and improved Ponyville. Just admit that I've won and enjoy the scenery and awesome chaos!"

"B-but there has to be-" Twilight looked on in despair.

"Oh look," said Discord, "Somepony's here to say hi!"

Twilight turned around and saw both Princess Celestia and Princess Luna. Like her friends, both had turned gray.

"Twilight Sparkle!" Celestia angrily addressed, "I trusted you and your friends with saving Equestria from Discord. And you all failed me!"

B-b-but Princess-!" Twilight stuttered.

"**THOU HAST PROVEN THYSELF INCOMPETENT WITH THINE TASK!**" Princess Luna harshly judged, "**THEREFORE, THOU SHALT BE PUNISHED!**"

Twilight Sparkle made a run for it. But no matter where she ran, the Princesses, her friends, or Discord intercepted her. Somehow, she managed to get back to the library. But Spike was nowhere to be found. Instead, everyone else had beaten her there.

"Twilight Sparkle!" Celestia angrily addressed again, "For failure to save Equestria, you are hereby banished to the moon. For all eternity!"

Celestia's and Luna's horns glowed with their magic. Magic that Twilight had no hope of resisting.

"Oh well," Discord said in false lamenting, "I was hoping I could have more fun with you. Such a shame."

The last thing Twilight Sparkle saw before becoming the new Mare in the Moon was a pair of red eyes glowing from the shadows…

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><p>Twilight awoke in a cold sweat. All around her, images from her nightmare continued to torment her before fading away. Twilight managed to push them all away, and no sooner had she done so she decided to check on Spike. The dragon was not in his bed.<p>

"Sp-Spike!" Twilight called out in panic. She was answered by a whimpering coming from her trashcan. Twilight went over to it and, sure enough, there he was. He was shaking in fear.

"Please Rarity! It wasn't my fault! Don't eat me!" Spike mumbled to himself, "Please Rarity! It wasn't my fault! Don't eat me! Please Rarity! It wasn't my fault! Don't eat me!"

"Spike! Snap out of it!" Twilight called in concern, "It was just a bad dream!"

Tw-Tw-Twilight?" Spike looked up, "Please be Twilight!"

"It' s me, Spike!" Twilight used her magic to lift Spike out of the trashcan, "It's ok, Spike! I'm here!"

"I-It was horrible! Rarity-She-!" Spike muttered, "Sh-she accused me of stealing Tom! She claimed he was the most beautiful diamond she ever found!

"I-I told her I didn't know anything! Sh-she didn't believe me and so she-!"

"Spike! That's enough!" Twilight shouted, "You don't have to tell me everything if it means being reminded of this!"

Spike calmed down at Twilights words. He had always been like a son or sibling to the unicorn and so had some level of affection. He looked back up at Twilight and smiled.

"Th-thanks, Twilight," Spike offered, "I'll try *pant* I'll try to get some shut-eye and put this all behind me."

And with that, the baby dragon crawled back into bed. Twilight could only smile.

"I guess I'll do the same," Twilight whispered to herself.

Twilight felt drained after her nightmare; like she could just crash right then and there. But for some odd reason, her thoughts were racing and preventing her from going back to bed. Was it because of the nightmare? It did seem incredibly, and disturbingly, real. Maybe her thoughts were racing because of it? Twilight had to clear her thoughts and get back to sleep…And her racing thoughts weren't helping!

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><p>Morning came at a sluggish pace. Twilight had heard Spike get up and go down stairs, but she had decided to try again to get some sleep. A while later, Twilight smelled the breakfast that Spike was fixing for her. And she could already tell that the events from last night were…her suddenly eyes went wide.<p>

Twilight raced down the stairs and into the kitchen, where Spike was struggling to keep his drowsiness from ruining everything. He wasn't winning, and the entire thing fell into a colossal mess, covering Spike in what was left of Twilight's breakfast.

"I'm sorry, Twi,"Spike said groggily, "I couldn't *yawn* think straight."

"It's ok, Spike," Twilight replied, "I couldn't get back to sleep *yawn* either."

A loud noise from outside startled the two. Both went outside to find the source of the crash and were shocked at the sight. Many ponies were behaving as if they were sleep deprived, unwittingly causing chaos in their wake.

"Maybe we weren't the only ones who didn't get a good night's sleep last night?" Spike deadpanned.

"What is going on here?" Twilight nearly demanded, "Yesterday, everything was normal and now everypony's gone crazy!"

"Everypony here _is_ crazy," retorted Spike.

"But not like this! Not as though they missed an entire night's sleep!"

"Look out below!" came Rainbow Dash's voice. Twilight saw her crash right into the Flower Trio's flower stand, completely destroying it.

"Our flowers!" cried Daisy.

"Our stand!" cried Rose.

"The horror! THE HORROR!" cried Lily.

"Sorry 'bout that, guys," Rainbow replied groggily, "I didn't get a good night's sleep."

"Rainbow!" Twilight called as she ran up to her friend, "Are you-?"

"Hey! It's not my fault I dreamt I was a fashion addicted shopaholic!" Rainbow Dash replied angrily, "I've been-!"

"That's not what I was talking about! I was asking if you were ok!"

"Oh! Why didn't you say so?"

"I tried. You didn't give me the chance."

"Rainbow Dash *yawn* dressing style," Spike snickered.

"Nopony asked you, Spike!" Rainbow angrily replied. No one saw a certain yellow pegasus trot up…

"Um, excuse me," Fluttershy squeaked, "Can you two, um, please stop fighting? If that's, um, ok with you."

Fluttershy didn't look like she had a rough night.

"And why did you have to go without a bad dream? !" Rainbow Dash demanded, "Tell me!"

"Rainbow, calm down!" Twilight called, "Can't you see what you're doing? !"

Rainbow Dash looked around and saw everypony looking at her. They looked like they wanted to say "What the hay is your problem? !". She then looked at Fluttershy, who had shrunk away. Rainbow looked down.

"I'm sorry, everypony," Rainbow lamented, "I don't know what got into me."

"I know what'll cheer everypony up!" said Pinkie Pie. She had pretty much jumped everyone by appearing randomly…again. "A party!"

Typical Pinkie Pie; when there's a problem, she throws a party. Not that anypony minds, of course.

"I think I'll pass," said Rainbow, "I need to get those images out of my head!"

"What images?" Pinkie tilted her head quizzically, "Ooh! Ooh! I know! Images of your youth? Images of your friends? Images of your pranks? Images of your-?"

"Images of me being a fashion addicted shopaholic!" Rainbow grumbled, "And those glowing red eyes!"

"Ooh! More guessing games!"

"Now's not the time-" Twilight tried to interrupt, but Pinkie kept going.

"A fashion model? A fashion accessorizer? A fashion-fashion pants? A-?"

Twilight stuck her hoof into Pinkie's mouth, rendering the rest of her "guessing game" a series of mumbles.

"Rainbow?" asked Twilight, "Did you say 'red eyes'?"

"Yeah?" replied Rainbow, "So?"

"Weird."

"What's weird?"

"Um, girls?" Fluttershy squeaked again, "Can you look at these? I-if you want t-to, that is."

Everypony looked at what Fluttershy saw and were a bit surprised. On the ground were hoof prints…but they weren't like any hoof prints they had ever seen. They had a split going down the middle, splitting again when it was roughly three-quarters to the other end; it formed some kind of pincer-like hoof. It looked similar to a deer track, but its width was ever so slightly greater than a pony's hoof and was more circular. And the edges would've been round had it not been for some claw-like notches near the front part of the print.

"So what the hay do you think made these?" Rainbow asked.

"I don't know," replied Twilight.

"But you're the resident bookworm! You should know!"

"But that's just it: I don't know!"

"Um, girls?" FLuttershy squeaked again, "If it's ok with you, then I, uh, think fighting over this won't get us anywhere."

"Well, duh!" replied Pinkie, "Being a jerky-jerky like this won't get us anywhere-!"

Pinkie Pie was interrupted by Spike belching up a letter from Princess Celestia. Twilight took the letter and unfurled it with her magic.

_Dear Twilight Sparkle,_

_There have been many issues all over Equestria that need mine and Luna's attention as of late. I am therefore unable to come to some of these events that were planned in Ponyville. I will also be unable to answer any mail and Friendship reports that you happen to send for the time being._

_My sincerest apologies,_

_Princess Celestia_

"Great," deadpanned Twilight, "Celestia's tied up, so I can't send her anything!"

"Can this day get any worse?" Spike asked. Almost immediately, a truck fell from the sky and just barely missed Spike. Everypony looked up and saw Derpy.

"Derpy, you airhead!" Rainbow facehoofed, "You nearly killed somepony!"

The wall-eyed mailmare just grinned sheepishly, as though wanting to apologize. She flew down to Spike.

"Muffin?" Derpy offered as an apology, continuing to grin sheepishly, "I made them myself!"

Spike accepted the muffin and got a closer look at her eyes. Everypony saw what he saw: She had bags under her eyes like every pony who had suffered these nightmares.

"It's good to know that not everypony who didn't sleep well last night is such a grouch," Twilight remarked as Derpy flew back to her job.

"Same can't be said about you, Twi," retorted Rainbow.

There was a pause as Twilight sparkle tried to find something to say.

"I think I'll go and check up on everypony," Twilight finally said.

"Whatever," replied Rainbow.

"Oh, do be careful," said Fluttershy.

"But what about our stand?" cried Daisy. Bon Bon and Lyra Heartstrings came by.

"We'll help you with that," said Lyra.

"Oh, thank you!" replied Lily.

"Whatevs," said Bon Bon.

With Lyra and Bon Bon helping the Flower Trio, Twilight was able to check up on Rarity and Applejack. She decided on Rarity first since she was closest.

* * *

><p>The outside of Carousal Boutique told everything: A window was shattered, a roll of fabric was hanging off the balcony, and there were more of those strange hoof-prints. Spike was filled with dread, both for his sake and Rarity's. He rushed in, head first.<p>

"Spike, wait!" Twilight called. Spike ignored her and continued inside. Twilight followed.

The inside was a mess. Fabric, gemstones, needles, and cotton were strewn everywhere. Sweetie Belle, who was frantically pacing around the room, rushed up to the twosome.

"Twilight! Spike!" the white unicorn filly called, "It's Rarity! Something's wrong!"

"You don't need to tell us twice!" Spike replied, "Where is she?"

"I-in her room. I think s-something happened last night. Sh-she started going crazy and made so much noise! She trashed her shop and then locked herself in her room! She's been muttering to herself ever since! You have to help! Please!"

"We're on it!" said Twilight.

The threesome climbed the stairs and found that Rarity's bedroom door was indeed locked tight.

"STAY AWAY FROM ME!" Rarity said in a thoroughly disheveled voice, "YOU MONGRELS WILL NEVER TAKE ME AWAY!"

"Rarity, please!" called Twilight, "We're not here to drag you off!"

"No! You can't come in!" Rarity violently replied, "You vile barbarians! I won't let you diamond dogs in and kidnap me!"

"Rarity! It's us!" called Sweetie Belle, "Your friends and sister!"

"No you're not! You're those vile diamond dogs!"

"Rarity! Snap out of it!" called Spike, "Who gave you that fire ruby you made a necklace out of? Who turned me back to normal when I became a rampaging, full-grown dragon? !"

"W-wait a minute! Only a few ponies and one dragon would know about that! C-c-can it-?"

Rarity opened the door to see if it really was Spike and Twilight. She was right.

Twilight was aghast at what had become of Rarity. She looked every bit as disheveled as she sounded: Her mane was a mess, her eyes had a light twitch, and she had a roll of fabric in her mouth to use as a club.

"Rarity, did something happen last night?" Twilight asked with concern, "What happened?"

"Oh, Twilight, Spike! Sweetie Belle! I'm so sorry for treating you like those mongrels!" Rarity lamented, "I-I th-th-thought they were coming to steal everything from me and take me away to be their slave…AGA-AIN!"

"That was your nightmare? Being taken by the Diamond Dogs again?" Twilight asked quizzically, "Didn't you have them around your hoof last time?"

"Yes, but this was different! They had metal claws, spiked whips, and-and…EARPLUGS!" said Rarity, "And out of all those, the earplugs were the worst. Possible. THING!"

"It's ok, Rarity," offered Spike, "It was only a nightmare. Twilight and I had some nasty ones last night!"

"But mine was so real! More real than all my previous nightmare combined!" replied Rarity, "I think I woke up sometime in the middle, but I still felt like I was in it! They were everywhere! I had to fight them! And then a lot of stuff fell on me and I realized I was fighting nothing but my store.

"The last thing I saw was a pair of glowing red eyes from outside my window. I even threw something at it!"

There it was again: In all of the nightmares she had been told of, there was a pair of glowing red eyes.

_What could this mean?_ thought Twilight, _Everypony who's described these nightmares mentioned glowing red eyes. Come to think of it, even _I_ saw them! _

"Rarity?" Twilight inquired.

"Yes, Twilight?" replied Rarity.

"Did you feel drained, try to get back to sleep, and find yourself unable to?"

"Why, yes," came Rarity's confused reply, "My thoughts _just _wouldn't stop racing and I just couldn't *yawn* and I just couldn't settle back down."

"Sweetie Belle-" Twlight asked, but the filly spoke up.

"No, Twilight. I didn't have a nightmare," replied Sweetie Belle, "But Rarity's rambling sure kept me up."

"S-sorry, Sweetie Belle," Rarity blushed with embarrassment.

Twilight got worried again. If Applejack went through a nightmare like these, then Ponyville could be facing a repeat of what happened during a certain Applebuck season…

"At least everypony here is fine," said Twilight, "Do you-?"

"You've done enough for me already, Twilight," replied Rarity, "But I could *yawn* give Spike a bath."

"Thanks, Rarity," replied Spike, "But I don't need one right now."

"But, Spike!"

"Twilight and I have to see if Applejack's fine. I'm still willing to help you anytime!"

"You two take care now," said Twilight as she and Spike left. Rarity and Sweetie Belle exchanged looks.

"Somepony should tell Spike he has a mess all over him," said Rarity.

"Mmhmm," nodded Sweetie Belle, "Well, let's get cleaning!"

Rarity shuddered.

* * *

><p>Twilight hurried to Sweet Apple Acres as fast as her hooves would let her. Spike, being somewhat used to this sort of thing, easily held on to Twilight's back.<p>

It wasn't long before Twilight reached her destination. What she saw when she got there was…Applejack and Big MacIntosh working hard. And neither of them had bags under their eyes. Twilight sighed with relief, but noticed that Applejack had spotted them and was looking at her funny.

"Uh, Twi?" Applejack spoke up, "Were ya hurryin' here for no reason?"

"No, no!" Twilight stuttered, "I was just checking to see if you had a good night's rest!"

"Well, if'n ya must know, me and the rest of tha family did. But you look like ya could use a little shut-eye yourself, Sugarcube."

"Same with everypony else," Spike deadpanned.

"Ah beg yer pardon?" Applejack tilted her head quizzically, "There somethin' you mind tellin' me?"

"Well, about half of Ponyville had some really awful nightmares last night," Twilight explained.

Applejack tilted her head quizzically. "That's what the fuss is about?"

"The thing is, well, most of these nightmares were so strange, so real, like you were really there."

"Ain't that how most nightmares are?"

"Rarity said hers was more real than all her previous one combined. She even said she was still in it after waking up."

"That's certainly some powerful dreamin'."

"And the next part was, well, everypony who had these nightmares felt drained, as though they could fell back asleep. At the same time, they found that they couldn't."

"Say what, now?"

"Everypony who had these dreams has been awake and drained since last night."

"Well, if Ah have one of these nightmares, Ah'll let ya know, ok?"

"Ok, Applejack."

"Ah'll let ya know, too," said an approaching Big MacIntosh, "Tha more tha merrier."

"Thanks, Big MacIntosh," said Twilight, "It'll help me get to the bottom of this."

"Eeyup."

"Well, I can see you guys are fine, so I'll just-" Twilight was interrupted by her growling stomach, "Why did I have to miss breakfast?"

"Let's go back home and *yawn* I'll try to fix us something," offered Spike.

"Aren't'cha gonna stay fer brunch?" asked Apple Bloom. Spike nearly jumped at the filly who snuck up on him. He blamed his tiredness for not spotting her.

"Well, uh," Spike muttered, "I think I can-"

"Uh, Spike?" Applejack interrupted, "Ya sure ya can rustle up somethin' fer Twi? 'Cause somethin' tells me that ya tried and failed."

Spike looked at himself and realized that he was still covered in the earlier mess.

"Okay, I guess."

"Sweet!" Apple Bloom chortled.

* * *

><p>Twilight and Spike settled down while Applejack and Big MacIntosh got things ready. It didn't take long.<p>

Both sides decided to try and keep things quiet so as to make sure Granny Smith enjoyed her nap in peace.

It was during that time that Applejack, Big MacIntosh, and Apple Bloom learned more about the situation at hand, or rather hoof.

"So that's what' bin happenin', Sugarcube?" replied Applejack, "And ya said somethin' about 'weird tracks'?"

"Yes, we did," replied Twilight.

"Ah saw a few strange tracks leadin' straight to Everfree," Apple Bloom spoke up, "Ah didn't follow them though."

"To the Everfree Forest?" asked Twilight, "Hmm."

"Thinkin' about Zecora?" asked Applejack.

"Yeah," Twilight replied, "I wonder if she has any idea what's going on."

"Well, Zecora hasn't let us down many times," said Applejack.

"Eeyup," agreed Big MacIntosh.

"But haven't ya sent anythin' to tha Princess about all this?" asked Applejack.

"Princess Celestia and Princess Luna have their hooves full with what's been going down all over Equestria," replied Twilight, "We can report this when they get done."

"But couldn't ya just send the message right now and let her read it later?" asked Apple Bloom.

"I have no idea if Celestia would approve of that," shuddered Twilight, "I don't even want to think of what might happen!"

"Oh, lighten up, Twi," said Spike, "She's been lenient before, she can be lenient again."

Twilight stared with shock at Spike.

"What? You don't gotta be so paranoid around the Princesses all the time."

There was a bit of a silence following the remark.

"Well, that's about all we gonna find out today," said Applejack as she finished her meal, "Me and Big MacIntosh are getting' back ta work; got ourselves a big harvest this time around!"

"Eeyup," said Big MacIntosh.

Both farm ponies left out the door and resumed harvesting.

"Well, I guess we'll be leaving," said Twilight, "You take care now, Apple Bloom."

"Actually, Ah was goin' ta have a sleepover with mah fellow Cutie Mark Crusaders tonight!" Apple Bloom proudly proclaimed, "And then we'll try commentatin' on that fanfic Scootaloo found yesterday!"

"But whatever made those tracks last night is still out there!" Twilight said in concern, "And we don't know what they do!"

"We'll just barricade tha doors," replied Apple Bloom, "That way so it don't git in."

Twilight face-hoofed. She could tell warning Apple Bloom by herself was destined for failure.

"Spike and I'll be leaving now," said Twilight, "I hope you, Sweetie Belle, and Scootaloo don't get hurt."

"We won't."

"Take care now."

And with that, Twilight and Spike left the Apple Family's home and trotted back off to town. Twilight turned her head back towards Applejack.

"Thanks again, Applejack!" Twilight called.

"Yer welcome!" Applejack called back.

"Eeyup," came Big MacIntosh's distant reply.

* * *

><p>The pony and dragon saw that the town had mostly recovered from the previous night and were hard at work fixing the damage they caused. They were nearly done, so Twilight didn't have to provide a hoof or her magic. She didn't trust her magic anyway.<p>

Before she could continue, Twilight ran back into Rainbow Dash.

"Sorry about earlier, Twi," said Rainbow.

"It's ok," replied Twilight.

"Well, nice talking to ya," Rainbow Dash flew off, but stopped suddenly, "By the way, Derpy and Cloud Kicker said they saw a few holes in the brush at Everfree. Later!"

_Holes in the brush at Everfree?_ Twilight pondered, _Hmm. I'll have to see for myself._

Twilight's heart swelled with worry for Zecora. But she didn't trust herself to make the short trip to her hut, leaving the library as the only real destination.

Before she could get there, she eyed Derpy in her house. The wall-eyed mailmare was comforting her unicorn daughter, Dinky, who like Derpy, had bags under her eyes. Twilight wanted to get a closer look and listen in, but the better part of her mind told her that this was between Derpy and Dinky and that this one shouldn't involve her. The unicorn and dragon simply returned to the library.

It was only 7:00 pm when Twilight decided to crawl into bed. The day and previous night had really taken their toll on her, leaving her exhausted. Spike was no different, and could barely clean up the mess he made. Twilight decided that the two of them will handle it tomorrow after they've gotten a proper night's sleep. Unfortunately, they both ended up skipping dinner…

* * *

><p>"Welp, Ah'm headin' off now," Apple Bloom announced as she hurried to the door, "I promise Ah'll be alright!"<p>

"Ah don't know, Apple Bloom," replied Applejack, "Considerin' what's bin goin' on lately, Ah just-"

Apple Bloom stopped in her tracks. "But Applejack! Sweetie Belle and Scootaloo and Ah have bin plannin' this fer days now!"

"It's not that Ah don't want you ta have fun; it's just that I'm scared ya might git hurt out there!"

"But Ah promised Ah'll be fine!"

A knock on the door stopped the conversation. Applejack went and saw that it was Sweetie Belle and Scootaloo.

"If yer here 'bout-" Applejack reluctantly began, but she was interrupted by Apple Bloom.

"Weren't ya'll s'posed ta be waitin' fer me at tha clubhouse?" Apple Bloom asked.

"Well, change of plans," replied Scootaloo.

"Our parents were worried about what's been going on lately," Sweetie Belle explained, "We could still do the sleepover."

"As long as we do it at our homes instead," finished Scootaloo, "We were wondering if we could do it here."

"If'n it's here, then Ah have no problem," replied Applejack, "Least ya'll 'ill be safer here than in ya'll's clubhouse. You okay with this, Big MacIntosh?"

"Eeyup," the large, red stallion replied.

"YAY!" all three fillies exclaimed.

"Wha-who's that!" Granny Smith awoke with a start and saw that it was just the Cutie Mark Crusaders, "Oh."

"Sorry 'bout that, Granny Smith," Apple Bloom grinned sheepishly.

"I've got that fanfic for us to comment on," said Scootaloo.

"Then let's git comentatin'!"

The trio ran up the stairs and into Apple Bloom's room to try and comment on (or rather, RIFF) the fic.

Applejack could only sigh. She and her brother had just gotten back in from work and now Apple was going to have a sleepover with her friends.

"Fillies these days," she sighed, "But Ah guess it can't be helped."

"Eeyup," replied Big MacIntosh.

"Well, Ah hopes this whole thing blows over soon," sighed Granny Smith, "What with all the sleeplessness, and the-eh, what was Ah talkin' about agin?"

Granny Smith didn't wait for an answer, taking another nap on her rocking chair.

It was a few hours after Luna had raised the Moon. Applejack was busy putting away the dishes while Big MacIntosh calmly gazed at some of the old pictures.

"Ah still don't get how such dreams could be like what Twi said," Apple jack spoke up. It was roughly 9:45 pm.

"Some dreams seem a bit more real than others," Big MacIntosh replied. He raised an eyebrow and glanced towards to window.

"Uh, Big MacIntosh? Why were you- We bein' watched?"

"Eeyup."

* * *

><p><span>Really being watched<span>

_Really being watched_

**Really being watched**

_**Really being watched**_

**Really being watched**

* * *

><p><strong>AN: I hope this chapter lived up to expectations. Some plot elements are pretty obvious at this point.**


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